1.      QUOTATIONS AND ORDERS.  All orders are subject to these Terms and Conditions of Sale (the “Terms and Conditions”).  All quotations by Staub Metals Corporation (“Staub”) (whether oral or written) shall be offers to sell by Staub at the quoted prices and on the terms hereinafter set forth.  All such quotations are subject to change without notice and to continued availability of the quoted material and, unless otherwise agreed, are binding upon Staub only if the Customer immediately submits an order.  All contracts to sell are subject to strikes, accidents or other causes of any kind beyond Staub’s reasonable control.  No order placed with Staub shall be binding upon Staub until full specifications identifying the material being ordered have been provided to Staub and the order has been accepted by Staub.  Acceptance is defined by either the e-mailed or faxed receipt of Staub’s order acknowledgment.  A Customer may not, except with Staub’s written consent, cancel any order for material which Staub has special ordered from the mill or which has been shipped by Staub.  All special order material is subject to final mill acceptance.  Staub will, at a Customer’s request, estimate the anticipated time of delivery of any order, but Staub will have no liability for any non-timely delivery.  In the event that an order is placed with Staub by telephone and the Customer does not send Staub a confirming order before Staub ships in response to the order, Staub’s records as to the terms of the order shall be conclusive.

 2.      TITLE AND RISK OF LOSS.  If material is shipped to a Customer via a carrier designated by the Customer, title and risk of loss to the material shall pass to the Customer when the material is loaded at Staub’s facility.  If material is shipped to a Customer via any other carrier, title and risk of loss to the material shall pass to the Customer upon delivery at the Customer’s designated location and Customer’s release of the shipping documents.  However, Customer must note any shortage or damage on both the Customer’s copy and the carrier’s copy of the shipping documents, which must be signed by the carrier’s driver or representative.  If Customer does not do so, Staub will be responsible for any shortage or damage only:  (i) in the case of a carrier that is owned or operated by or affiliated with Staub, if Staub establishes to its reasonable satisfaction that there was in fact a shortage in the delivery or that the damage occurred prior to receipt of the material by Customer, as applicable, or (ii) in the case of any carrier that is not owned or operated by or affiliated with Staub, if Staub is able to recover the shortage or damage from such carrier.

 3.      TECHNICAL ADVICE.  None of Staub’s agents, employees or representatives has any authority to bind Staub to any affirmation, representation, or warranty other than those stated herein or on Staub’s shipping documents or invoice form.  In particular, any technical advice Staub furnishes with respect to the use of material is given without charge, and Staub shall have no obligation or liability for the advice given or the results obtained, all such advice being given and accepted is at Customer’s risk.

 4.      WARRANTY.  Staub warrants that all material, at the time of shipment by Staub, shall conform to any specification set forth on the face of its shipping documents or invoice and shall conform to the description contained in the Certificate of Tests or Certificate of Compliance if either has been furnished by Staub in connection with a sale.  Staub does not warrant against any non-conformity to the extent that such non-conformity results from damage, misuse, abrasion, corrosion, negligence, accident, tampering, faulty installation, improper storage, inadequate maintenance, or any other cause affecting the material after shipment of the material.

 STAUB DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO MATERIAL SOLD OR SERVICES RENDERED, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS OF THE MATERIAL OR SERVICES FOR ANY PARTICULAR PURPOSE.  BY PLACING AN ORDER WITH STAUB, A CUSTOMER AFFIRMS THAT THE CUSTOMER HAS NOT RELIED UPON THE SKILL OR JUDGMENT OF STAUB OR ANY OF ITS AGENTS, EMPLOYEES, OR REPRESENTATIVES TO SELECT OR FURNISH MATERIAL FOR ANY PARTICULAR PURPOSE, AND THE SALE IS MADE WITHOUT ANY WARRANTY BY STAUB THAT THE MATERIAL IS SUITABLE FOR ANY PARTICULAR PURPOSE.

 Except for the specifications and certificates (if any) specifically referred to above, any description of the material or service contained on Staub’s sales forms or any other correspondence is for the sole purpose of identifying it, is not a part of the basis of the bargain, and does not constitute a warranty that the material or service shall conform to that description.  The use of any sample in connection with a sale is for illustrative purposes only, is not part of the basis of the bargain, and is not to be construed as a warranty that the material will conform to the sample.  Any affirmation of fact or promise made by Staub is not part of the basis of the bargain and shall not constitute a warranty that the material will conform to the affirmation or promise.

5.      EXCLUSIVE REMEDY.  Staub will, at its option and as a Customer’s exclusive remedy, replace with new material, or refund the purchase price for, material that is defective at the time of shipment if the Customer gives written notice of the defect to Staub within 45 days after receipt.  This exclusive remedy shall not be deemed to have failed of its essential purpose so long as Staub is willing and able to replace defective material or refund the purchase price within the time specified.  UNDER NO CIRCUMSTANCES WILL STAUB BE RESPONSIBLE FOR ANY OTHER DAMAGE, INCLUDING ANY DIRECT OR CONSEQUENTIAL DAMAGE OR LOSS ARISING FROM CONTRACT, TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LOST PROFITS, LOSS OR DAMAGE TO BUILDINGS, CONTENTS, PRODUCTS OR PERSONS (OTHER THAN INJURY TO PERSONS IN RESPECT OF WHICH LIABILITY IS IMPOSED BY LAW).   Customer must immediately discontinue use of any item claimed to be defective.  No charge for labor or expense required to repair defective material or occasioned by it will be allowed.  In no event shall any of Staub’s managers, members, shareholders, directors, partners or officers be personally liable for any of our obligations under these Terms and Conditions notwithstanding the appearance of a signature of any of the parties indicated above.

 6.      LIMITATION OF ACTIONS.  No action against Staub for breach of any sales agreement may be brought more than one year after the cause of action accrues.

 7.      ACCEPTANCE.  Staub’s sales are made pursuant to these Terms and Conditions.  If Staub receives a purchase order or other document from a Customer that limits acceptance to its terms or states that Staub’s acknowledgement, shipping of material, commencing work, or other act or failure to act constitutes acceptance of any offer on the terms of the purchase order or other document, any responding document sent by Staub which expresses acceptance or confirms the order is expressly conditioned on Customer’s assent to the terms set forth herein and in such responding document.  Such assent shall be deemed given when the Customer accepts shipment of any of the material described.  Staub hereby objects to any term contained in a Customer’s purchase order or other document if the term is different from or in addition to the terms herein.

 8.      INVOICES.  Customer agrees to notify Staub in writing, of any error in any invoice within ten (10) business days after the date of that invoice.  If not so noticed, the invoice shall be deemed correct and accepted as rendered.  All sums owing to Staub by Customer shall be paid in accordance with the terms and conditions expressed on any written quotation signed by Staub and Customer, or on Staub’s invoice.  In the absence of such express terms and conditions, Staub’s terms will be Net 30 days.  Whether or not expressed in said quotation or invoice, all sums past due shall bear an interest charge at the rate of one and one-half percent (1.5%) per month.

 9.      COSTS OF COLLECTION.  If Staub is not paid on time, in accordance with Staub’s terms, Customer shall pay for all costs and expenses incurred by Staub in connection with Staub’s attempts to obtain payment, including fees charged by a collection agency or attorneys and any other charges which can be legally charged to Customer.  Customer agrees that for and in consideration of Staub’s extension of credit, all sales are to be construed under the laws of the State of California, and that if legal action is brought to enforce collection, then, at Staub’s option, Los Angeles County, California shall be the exclusive jurisdiction and legal venue for said action.  Nothing contained herein shall affect Staub’s rights to bring a suit, action or proceeding in any other appropriate jurisdiction.  If Staub engages an attorney for enforcement, including collection of amounts which are past due, Customer agrees to pay Staub’s actual attorneys’ fees and costs incurred thereby, whether or not formal proceedings are brought to remedy Customers breach of payment.

10.     NO JOINT VENTURE.  Nothing in these Terms and Conditions shall be construed as creating a joint venture or partnership between Staub and the Customer.

 11.     SEVERABILITY.  Any provision or term of these Terms and Conditions which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions and terms hereof or affecting the validity or enforceability of such provision or term in any other jurisdiction.

 12.     HEADINGS.  The various section headings in any credit application submitted by Customer or in these Terms and Conditions are inserted for convenience of reference only, and shall not affect the meaning or interpretation of such credit application or these Terms and Conditions.

 13.     NO WAIVER; REMEDIES CUMULATIVE.  No failure on Staub’s part to exercise, and no delay in exercising, any right, power or remedy under these Terms and Conditions and/or any credit application by Customer shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy by Staub preclude any other or further exercise thereof or the exercise of any other right, power or remedy.  All of Staub’s remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.

 14.     MODIFICATION.  No modification, amendment or waiver of any provision of these Terms and Conditions shall be effective unless the same shall be in writing and executed by Staub, and then such waiver or consent shall be effective only in the specific instance and for the sole purpose for which given.

 15.     NO BROKER.  Customer represents and warrants to Staub that, in connection with the sale covered by these Terms and Conditions, the Customer has not dealt with any broker, agent or finder, and there is no commission, charge or other compensation due on account thereof.  Customer shall indemnify, defend and hold Staub harmless against and from any inaccuracy in such representation. 

 16.     CONFIDENTIALITY.  Customer will, and will cause Customer’s officers, directors, managers, members, counsel and authorized representatives to hold in confidence, and not disclose to others (except for the Customer’s affiliates, counsel, shareholders, officers, directors, members, managers, employees and agents) for any reason whatsoever, information concerning the terms of sale of material by Staub to Customer.  This covenant not to disclose shall not apply to disclosures: (i) to a governmental agency, which is required by pertinent law or regulation or (ii) in an action to enforce the terms of these Terms and Conditions in a court of law.

 17.     NO THIRD PARTY BENEFICIARIES.  These Terms and Conditions do not create, and shall not be construed as creating, any rights enforceable by any person not a party to these Terms and Conditions, except as otherwise expressly provided in these Terms and Conditions.

 18.     SUCCESSORS.  These Terms and Conditions shall be binding on and inure to the benefit of the respective successors, legal representatives and assigns of the parties to these Terms and Conditions.

 19.     AUTHORITY.  Each person reviewing and agreeing to these Terms and Conditions represents and warrants that he or she is duly authorized and has legal capacity to execute and cause Customer to comply with these Terms and Conditions.  Each party represents and warrants to the other that the execution and compliance of these Terms and Conditions and the performance of such party's obligations hereunder have been duly authorized and that these Terms and Conditions constitute a valid and legal agreement binding on such party and enforceable in accordance with its terms.